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Fishing for donors in ideal conditions is difficult for most charitable organizations due to changing donor demographics, attitudes, technology, and a growing competitive marketplace. Now, health-care charities are facing a perfect storm of increased regulations, shrinking margins, potential taxation, health-care mergers/acquisitions, and growing demand by the donor and consumer. This sea of changes is causing most health-care charities to review areas of potential liability and how they communicate with the ever-vigilant public.
Business combinations involving nonprofits have important differences from their for-profit counterparts because of the unique nature of nonprofits. This article provides an overview of common forms of nonprofit corporation business combinations and highlights some aspects of these transactions that differentiate them from for-profit transactions.
Revenue generation continues to draw significant attention in the nonprofit sector. Rather than rely exclusively on donations, many nonprofits seek to become self-sustaining through earned income. While any nonprofit organization might consider launching a for-profit subsidiary to generate revenue, this article focuses on public charities that are tax-exempt under Internal Revenue Code Section 501(c)(3).
While much of the legal work for established nonprofits is the same as for any other business clients, the tax exempt status of these entities brings with it a host of income, property, and sales tax rules that are not necessarily obvious. This article highlights the most likely tax issues to arise for nonprofit organizations, typically corporations, that are described in Internal Revenue Code Section 501(c)(3).
The law protecting religious freedom provides the same protection to those who have established houses of "antiworship" and their leaders. Unfortunately, at least some of those who believe that religion has no place in civil society have also taken a position that any laws that would give special preferences to houses of worship and clergy or that protect religious liberty should be done away with.
Responding to the difficulty of wrangling geographically diverse and busy volunteers, many nonprofit organizations are allowing directors to vote by e-mail. E-mail voting is seductively simple and fast, but that ease and speed is a trap: in many jurisdictions a board that relies on e-mail voting fails to comply with statutory and common law requirements for a valid meeting, thereby exposing its decisions to attack.
A fixture of many different kinds of business contracts is the termination-on-bankruptcy (ToB) provision. In the United States, bankruptcy law restricts enforceability of ToB provisions. Nevertheless, in certain circumstances they are enforceable; the purpose of this article is to propose model language for such circumstances.
In its May 8, 2014, decision in ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court may have opened the door to the adoption by Delaware corporations of a bylaw provision that shifts litigation expenses to shareholders when they bring, and lose, intra-corporate litigation claims against the corporation and its directors and officers.
The recent battle between auction house Sotheby’s and its largest shareholder will have lasting implications for the corporate governance landscape and provide a playbook for how activist investors conduct future campaigns for influence and how companies respond. In Third Point LLC v. Ruprecht, et al., the Delaware Chancery Court held the Sotheby’s board acted reasonably by adopting and then maintaining a stockholder rights plan, or so-called “poison pill,” with a relatively new, two-tiered triggering threshold.
Obtaining an attorney fee award for an “exceptional” patent infringement case just became easier following two decisions issued by the Supreme Court this session.
This article discusses the 2014 proposed amendments to the Delaware General Corporation Law and certain other proposed amendments to the Delaware Code, which address a number of different topics, including the streamlined back-end merger process under Section 251(h) of the DGCL, springing director and stockholder consents, certain charter amendments without stockholder approval, and the statute of limitations for breach of contract claims.
Mac McCoy, a shareholder at Carlton Fields Jorden Burt in Tampa, Florida, practices complex state and federal litigation. He’s also savvy about social media and serves as the director of the firm’s video law blog. He regularly speaks at bar associations and lawyers’ groups about social media and the legal profession – what works, what doesn’t, and how to abide by the Rules of Professional Conduct. He also has ideas about how to promote diversity using social media and how to recruit and retain young lawyers.
At the 2014 Spring Meeting of the Business Law Section in Los Angeles, California, the Section kicked off a pilot program to video record selected CLE programs. Those video programs are now available through the Program Materials Library or directly through links below.